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    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

June
28, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:       Benjamin
Holt

Jeffrey
Gabor

Division
of Corporation Finance

Office
of Real Estate & Construction

Re:           reAlpha
Tech Corp.

Registration
Statement on Form S-1

Filed
May 26, 2023

File
No. 333-271307

Ladies
and Gentlemen:

On
behalf of our client,  reAlpha Tech Corp., a Delaware corporation (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with
the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 2 (“Amendment
No. 2”) to the above-captioned Registration Statement on Form S-1 of the Company, originally filed with the Commission
on April 18, 2023, as amended on May 26, 2023 (the “Registration Statement”).

Amendment
No. 2 reflects certain revisions to the Registration Statement in response to the comment letter to Mr. Devanur, the Company’s
Chief Executive Officer, dated June 14, 2023, from the staff of the Commission (the “Staff”) and other updated information.

The
numbered paragraphs in bold below set forth the Staff’s comments together with the Company’s responses. Disclosure changes
made in response to the Staff’s comments have been made in Amendment No. 2, which is being filed with the Commission contemporaneously
with the submission of this letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment
No. 2.

Amendment
No. 1 to Registration Statement on Form S-1 filed May 26, 2023

Cover
Page

1. Please
                                            confirm whether and how you meet Nasdaq’s quantitative listing standards.

Response:
The Company is proposing to list on The Nasdaq Capital Market pursuant to Section IM-5505-1(a)(2) of the Nasdaq Listing Rules, which
requires that the Company has: (i) a valuation that meets the requirements of Nasdaq’s Listing Rules IM-5315-1(e) and (f) evidencing
a price and (ii) market value of listed securities and market value of unrestricted publicly held shares that exceeds 200% of the otherwise
applicable requirement. While the Company meets two of the three quantitative standards for listing on the Nasdaq Capital Market, the
Company intends to satisfy the “Market Value of Listed Securities Standard” set forth in 5505(b)(2) of the Nasdaq Listing
Rules upon effectiveness of the Registration Statement.

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

2. We
                                            note your response to comment 2, including the revisions to your Plan of Distribution. However,
                                            it appears that certain material disclosures were removed from the current amendment, including
                                            the following:

 ● whether
                                            the registered stockholders may sell their shares of common stock covered by the registration
                                            statement at prevailing market prices at any time after the shares of common stock are listed
                                            for trading;

 ● whether
                                            you are party to any arrangement with any registered stockholder or any broker-dealer with
                                            respect to sales of shares of common stock by the registered stockholders; and

 ● whether
                                            you will receive any proceeds from the sale of shares of common stock by the registered stockholders.

Please
revise as appropriate.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 103 of Amendment No. 2 to include that: (i)
the registered stockholders may sell their shares of common stock covered by the Registration Statement at prevailing market prices at
any time after the shares of common stock are listed for trading, (ii) the Company is not party to any arrangement with any registered
stockholders or any broker-dealer with respect to sales of shares of common stock by the registered stockholders, and (iii) the Company
will not receive any of the proceeds from the sale of the securities by the registered stockholders

Recent
Developments, page 2

3. Please
                                            revise your disclosure on page 3 under the heading titled “reAlpha Asset Management
                                            Inc. merges with reAlpha Tech Corp” to identify each of the parent and subsidiary.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on Amendment No. 2 under the heading titled “reAlpha
Asset Management Inc. merges with reAlpha Tech Corp.” on page 3 of Amendment No. 2 to identify each of the parent and subsidiary.

Selected
Risks Associated with Our Business, page 5

4. We
                                            note your response to comment 12. Please add summary risk factor disclosure quantifying your
                                            net losses incurred in each of the past two fiscal years and quantify your accumulated deficit
                                            and outstanding indebtedness.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure under the heading titled “Selected Risks Associated with Our Business”
on page 6 of Amendment No. 2 to include that the Company has incurred net losses of approximately $3.19 million and $3,413 for the years
ended April 30, 2022 and 2021, respectively, and that the Company’s outstanding indebtedness was approximately $1.65 million as
of January 31, 2023.

    2

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

Risk
Factors, page 7

5. We
                                            note your response to comment 12. Please revise your risk factor on page 7, “We have
                                            a history of operating losses...,” to quantify your outstanding indebtedness.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 8 of Amendment No. 2 to include that the Company’s
indebtedness as of January 31, 2023 was $1.65 million in the applicable risk factor.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 44

6. We
                                            note your revised presentation of your results of operations. Please include disclosure regarding
                                            significant changes to each of the expense line items.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 48 to 52 of Amendment No. 2 to include disclosure
regarding significant changes to the expenses line items.

Business,
page 51

7. Please
                                            tell us how the investments in Naamche and Carthagos have been accounted for in your financial
                                            statements.

Response:
The Company intends to account for the acquisition of a minority stake of 25% in each of Naamche Inc. and Carthagos, Inc. as “Investments”
in the Company’s audited financial statements for the year ended April 30, 2023.

Our
Growth Strategy, page 54

8. We
                                            note your response to comment 26. To the extent material, please revise your risk factor
                                            disclosure to highlight any risks associated with your back office support functions being
                                            located outside the United States.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 17 of Amendment No. 2 to include an additional
risk factor highlighting any risks associated with the Company’s back office support functions being located outside the United
States.

Our
Platform and Technologies, page 59

 9. We
                                            note your response to prior comment 8 and that the app will allow Syndicate Members to monitor
                                            the financial metrics and performance of those properties in which they have invested and
                                            that you do not intend to provide such real-time visibility to holders of your common stock.
                                            Please specifically state whether the app will contain additional information that would
                                            not be readily available to investors by reviewing your SEC filings. If there will be additional
                                            information on the app, please provide us with your analysis of why the specific information
                                            on the app is not material and should not be made available to investors who may not want
                                            to use the app.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of Amendment No. 2 to provide examples of
the financial metrics and additional information available only to syndicate members who use the Company’s app, which will not
be included in the Company’s SEC filings. The Company notes that this specific information is based on that specific syndicate
member’s investment position in a Syndication LLC, and thus is not pertinent to investors who may not want to use the app or other
investors with different investment positions in the same or other Syndication LLCs, and the Company’s consolidated financial results
will be disclosed to investors through the Company’s SEC filings.

    3

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

10. Please
                                            tell us what specific information will be made available to your Syndicate Members. In addition,
                                            please clarify whether such information and its presentation will be consistent with periodic
                                            updates provided within securities filings with the SEC and meet all the same requirements
                                            related to such filings.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of Amendment No. 2 to disclose that the
financial metrics available only to syndicate members through the Company’s app includes: (i) occupancy rates of the property;
(ii) average daily rental rates of the property; and (iii) periodical information, such as gross revenue, total expenses, net revenue,
cash flows, and other non-material information of the specific Syndication LLC the investor has membership interests in. This information
will be available for syndicate members on a quarterly basis, but it will not meet the same requirements as SEC filings, as this will
be individualized information based on the position of the syndicate member’s with the Syndication LLC. For instance, if a syndicate
member owns 20% of the Syndication LLC, the Company’s app will provide quarterly financial metrics, including how much the syndicate
member earned in cash flows based on the 20% owned by that syndicate member during that quarterly period.

11. Please
                                            clarify whether you are currently capable of providing real-time financial metrics and performance
                                            of properties or whether they are still under development. If the latter, provide a timeline
                                            and discussion of the status or stage of development you are in.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of Amendment No. 2 to disclose that the
Company’s technology platform capability of providing quarterly financial metrics and performance of properties is still under
development. The Company expects that such capability will be available in its platform on the fourth quarter of 2023 or later.

Intellectual
Property, page 63

12. We
                                            note your response to comment 35. Please revise your tabular disclosure on page 41 to disclose
                                            the application number and filed date for the provisional patent application filed for reAlpha
                                            BRAIN. Additionally, please disclose the trademark expiration date or expected expiration
                                            date for each of your trademark applications.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 45 and 74 of Amendment No. 2 to disclose the application number and filed
date for the provisional patent application filed for reAlpha BRAIN. The Company also revised Amendment No. 2 to note that trademarks
are generally valid and may be renewed indefinitely as long as they are in use and/or the trademark registrations are properly maintained.

    4

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

Management

Executive
Officers and Directors, page 68

13. We
                                            note your response to comment 38 and partially reissue the comment. Please revise to describe
                                            the business experience during the past five years of Mr. Devanur, including his principal
                                            occupations and employment during the past five years and the name and principal business
                                            of any corporation or other organization in which he carried on such occupations and employment.
                                            In this regard, we note that Mr. Devanur’s experience for the period from January 2018
                                            to March 2021 is not described.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 79 of Amendment No. 2 to disclose Mr. Devanur’s
experience from the period from January 2018 to March 2021.

Executive
Compensation, page 74

14. Please
                                            revise to disclose all of the information required by Item 402 of Regulation S-K, including
                                            compensation awarded to, earned by, or paid to Ms. Currie. Please also revise to clarify,
                                            if true, that the tabular disclosure on page 74 contains information about the compensation
                                            paid to or earned by each of your named executive officers during the years ended April 30,
                                            2023 and April 30, 2022.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 85 of Amendment No. 2 to disclose all of the
information required by Item 402 of Regulation S-K, including all compensation earned by, or paid to, Christine Currie. The Company further
notes that the information about the compensation paid to or earned by each of the Company’s executive officers is for the years
ended April 30, 2023 a